Berry Tonya L 4

What Happened

• Tonya L. Berry, Executive Vice President & Chief Operating Officer of CMS Energy (CMS), received a performance-based restricted stock award of 230 shares (acquired at $0.00) on January 26, 2026.
• On the same date, 2,993 shares were disposed at $71.53 per share to satisfy tax withholding obligations, a transaction valued at approximately $214,089. This disposal is a tax-withholding event (code F), not an open-market sale.

Key Details

• Transaction date: January 26, 2026; Form 4 filed January 28, 2026 (no late filing indicated in the provided data).
• Award: 230 shares granted under the 2023 Restricted Stock Award; award triggered by exceeding performance criteria (footnote F1).
• Tax withholding: 2,993 shares withheld/disposed at $71.53 each for tax/take-up of liabilities (code F). Total reported value ≈ $214,089.
• Holdings adjustment: filing notes an additional 833 shares were added due to dividend reinvestment or equivalents related to restricted stock awards (footnote F2). The filing did not specify total shares owned after these transactions in the provided summary.

Context

• The 230-share grant is an acquisition via a performance award (generally a bullish signal about compensation tied to company performance), while the 2,993-share disposal was a routine tax-withholding event associated with the award, not an active sale of stock into the market.
• For retail investors, awards and tax withholdings are common when executives vest performance-based restricted stock; they should not be interpreted alone as a directional insider bet.